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CSP INC MA

For the period ended Jun 30, 2024. Filed Aug 19, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Aug 19, 2024

CSPI$7.25+1.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-03-31; filed 2024-05-09.

0000356037-24-000028

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-06-30; filed 2024-08-19.

0000356037-24-000055

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 92 previous paragraphs and 92 current paragraphs.

38 unchanged; 45 reworded; 5 added; 7 removed; 2 previous and 4 current paragraphs rearranged.

Tables are not compared: 19 previous and 19 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (5)

Current report

Our sales decreased by approximately $4.6 million, or 26%, to $13.1 million for the three months ended June 30, 2024 compared to $17.7 million for the same prior year period. The decrease in sales is the result of a decrease of $3.8 million in our TS segment combined with a $0.8 million decrease in our HPP segment.

Current report

TS segment sales change was as follows for the nine months ended June 30, 2024 and 2023:

Current report

HPP segment sales change was as follows for the nine months ended June 30, 2024 and 2023:

Current report

the nine months ended June 30, 2023 was (51.4)%, excluding the UK, which was primarily driven by the release of a significant portion of the valuation allowance against our deferred tax assets in the U.S.
Removed paragraphs (7)

Previous report

Our sales increased by approximately $0.4 million, or 3%, to $13.7 million for the three months ended March 31, 2024 compared to $13.3 million for the same prior year period. The increase in sales is the result of an increase of $1.0 million in our HPP segment, partially offset with a $0.6 million decrease in our TS segment.

Previous report

TS segment sales change was as follows for the six months ended March 31, 2024 and 2023:

Previous report

HPP segment sales change was as follows for the six months ended March 31, 2024 and 2023:

Previous report

combined with decreased revenue from repairs of $0.1 million, partially offset by increased revenue from ARIA of $0.2 million.

Previous report

An income tax expense of $148 thousand was recorded for the six months ended March 31, 2024 compared to an income tax expense of $204 thousand in the same period of 2023.

Previous report

The effective tax rate for the six months ended March 31, 2024 was 8%, excluding the UK as previously mentioned, driven by excess tax benefits on restricted stock awards vesting during the period. The income tax expense for the six months ended March 31, 2023 was primarily driven by minimum state tax expenses and the change in valuation allowance for the period. For the six months ended March 31, 2023, we used the discrete method to arrive at tax expense due to the full valuation allowance against our deferred tax assets and cumulative loss position.
Reworded paragraphs (45)

Previous wording

Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate our estimates, including those related to the allowance for credit losses for accounts receivable and financing receivables, inventory valuation, impairment assessment of intangibles, income taxes, deferred compensation and retirement plans, as well as estimated selling prices used for revenue recognition and contingencies. We base our estimates on historical performance and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. A description of our

Current wording

Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate our estimates, including those related to the allowance for credit losses for accounts receivable and financing receivables, inventory valuation, impairment assessment of intangibles, income taxes, deferred compensation and retirement plans, as well as estimated selling prices used for revenue recognition and contingencies. We base our estimates on historical performance and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. A description of our critical accounting policies is contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 in the “Critical Accounting Policies” section contained in Item 7, Management’s Discussion and Analysis of Financial

Previous wording

critical accounting policies is contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 in the “Critical Accounting Policies” section contained in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations. Management believes there have been no significant changes for the six months ended March 31, 2024 to the items that we disclosed as our critical accounting estimates in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 except for the estimation for credit losses. SeeNote 1 Basis of presentation and New Significant Accounting Policy in Item 1 to this Quarterly Report on Form 10-Q for details of the new policy.

Current wording

Condition and Results of Operations. Management believes there have been no significant changes for the nine months ended June 30, 2024 to the items that we disclosed as our critical accounting estimates in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 except for the estimation for credit losses. SeeNote 1 Basis of presentation and New Significant Accounting Policy in Item 1 to this Quarterly Report on Form 10-Q for details of the new policy.

Previous wording

Our sales increased by approximately $0.4 million, or 3%, to $13.7 million for the three months ended March 31, 2024 compared to $13.3 million for the three months ended March 31, 2023. Our gross margin percentage increased to 47% of sales for the three months ended March 31, 2024 compared to 38% for the three months ended March 31, 2023. For the three months ended March 31, 2024 there was operating income of $1.2 million compared to operating income of $0.2 million for the three months ended March 31, 2023. Other income, net increased approximately $0.3 million to $0.5 million for the three months ended March 31, 2024 compared to $0.2 million for the same prior year period. An income tax expense of $0.1 million was recorded for the three months ended March 31, 2024 compared to an income tax expense of $0.1 million in the same period in the prior year.

Current wording

Our sales decreased by approximately $4.6 million, or 26%, to $13.1 million for the three months ended June 30, 2024 compared to $17.7 million for the three months ended June 30, 2023. Our gross margin percentage increased to 35% for the three months ended June 30, 2024 compared to 33% for the three months ended June 30, 2023. For the three months ended June 30, 2024 there was an operating loss of $0.7 million compared to operating income of $0.6 million for the three months ended June 30, 2023. Other income, net increased approximately $0.3 million to $0.5 million for the three months ended June 30, 2024 compared to $0.2 million for the same prior year period. An income tax benefit of $0.1 million was recorded for the three months ended June 30, 2024 compared to an income tax benefit of $1.7 million in the same period in the prior year.

Previous wording

The decrease in TS segment product sales of $1.6 million consists of a $1.5 million decrease in the US division due to decreased sales to several major customers and a decrease of $0.1 million in the UK division from one major customer. Service sales for the three months ended March 31, 2024 increased $1.0 million from the same prior year period, which was attributable to the US division. The increase in service sales included increased third party maintenance sales of $1.2 million and increased managed services sales of $0.2 million, partially offset by decreased internal and third party service sales of $0.4 million.

Current wording

The decrease in TS segment product sales of $4.1 million is due to decreased sales to several major customers in the US division. Service sales for the three months ended June 30, 2024 increased $0.3 million from the same prior year period, which was attributable to the US division. The increase in service sales included increased third party maintenance sales of $0.2 million and increased managed services sales of $0.1 million.

Previous wording

The HPP product sales increased $1.1 million for the three months ended March 31, 2024 compared to the same prior year period as a result of increased sales of ARIA Zero Trust Gateway to one major customer of $2.0 million, partially offset by $0.9 million of decreased Myricom sales to several major customers. The HPP service sales remained relatively flat at $0.5 million for the three months ended March 31, 2024 compared to the same prior year period as a result of decreased repair revenue of $0.1 million offset with increased ARIA revenue of $0.1 million.

Current wording

The HPP product sales decreased $1.0 million for the three months ended June 30, 2024 compared to the same prior year period as a result of decreased sales to one major customer of $0.8 million and decreased Myricom sales of $0.2 million to several other customers. The HPP service sales increased $0.2 million due to increased repair revenue of $0.2 million combined with increased customer support revenue for ARIA Zero Trust Gateway of $0.1 million, partially offset by decreased royalties of $0.1 million.

Previous wording

The $0.9 million increase in sales to the Americas was primarily the result of an increase in the HPP segment of $1.2 million, partially offset by a decrease in the TS segment’s US division of $0.3 million. The $0.2 million decrease in sales to Europe was primarily the result of decreased sales by our TS segment’s US division of $0.1 million and UK division of $0.1 million. The sales to Asia decreased $0.2 million for the three months ended March 31, 2024 compared to the same prior year period due to a decrease in the HPP division.

Current wording

The $4.9 million decrease in sales to the Americas was primarily the result of a $3.9 million decrease in the TS segment’s US division combined with a decrease in the HPP segment of $1.0 million. The $0.1 million increase in sales to Europe was primarily the result of increased sales by our TS segment’s US division. The sales to Asia increased $0.2 million for the three months ended June 30, 2024 compared to the same prior year period due to an increase in the HPP segment.

Previous wording

Our gross margin ("GM") increased $1.5 million for the three months ended March 31, 2024 as compared to the same prior year period. The GM as a percentage of sales increased to 47% for the three months ended March 31, 2024 compared to the same prior year period of 38%.

Current wording

Our gross margin ("GM") decreased $1.3 million for the three months ended June 30, 2024 as compared to the same prior year period. The GM as a percentage of sales increased to 35% for the three months ended June 30, 2024 compared to the same prior year period of 33%.

Previous wording

The overall TS segment GM as a percentage of sales increased to 39% for the three month period ended March 31, 2024 compared to 34% for the same prior year period. Product GM as a percentage of revenue decreased 3% due to a few large sales in the current period with lower margins when compared to the same prior year period. The service GM as a percentage of revenue increased 6% from prior year due to increased third party maintenance revenues, which are recorded “net” meaning the revenue, net of the associated cost, is recorded in the Services revenue line item causing an increase in GM as a percentage of sales.

Current wording

The overall TS segment GM as a percentage of sales increased to 34% for the three month period ended June 30, 2024 compared to 31% for the same prior year period. Product GM as a percentage of revenue decreased 1% due to a different product mix without any significant changes from the prior year period. The service GM as a percentage of revenue decreased 1% from the prior year due to a higher proportion of fixed costs compared to the prior year despite the increase in revenue.

Previous wording

The overall HPP segment GM as a percentage of sales increased to 86% for the three months ended March 31, 2024 from 67% for the three months ended March 31, 2023. The 25% increase in product GM as a percentage of product revenue for the three months ended March 31, 2024 compared to the same prior year period is due to one large ARIA Zero Trust Gateway order in the current period, which is nearly all GM and did not occur in the prior year. The service GM as a percentage of services revenue from the same prior year period remained flat at 72% without any significant changes in services mix.

Current wording

The overall HPP segment GM as a percentage of sales decreased to 45% for the three months ended June 30, 2024 from 65% for the three months ended June 30, 2023. The 441% decrease in product GM as a percentage of product revenue for the three months ended June 30, 2024 compared to the same prior year period is due to significantly lower sales during the current period with fixed costs still being incurred which caused the significant change. The service GM as a percentage of services revenue from the same prior year period increased 13% to 60% for the three months ended June 30, 2024 compared to 47% for the three months ended June 30, 2023 due to increased ARIA GM.

Previous wording

labor expenses. The current period expenses were primarily for product engineering expenses incurred in connection with the continued development of the ARIA Zero Trust Gateway cyber security products.

Current wording

The engineering and development expenses incurred by our HPP segment remained relatively flat at $0.7 million for the three months ended June 30, 2024 without any significant changes in category of expenses. The current period expenses were primarily for product engineering expenses incurred in connection with the continued development of the ARIA Zero Trust Gateway cyber security products.

Previous wording

SG&A expenses increased $0.7 million for the six months ended March 31, 2024 compared to the same prior year period. The $0.3 million increase in TS segment SG&A expenses compared to the same prior year period is primarily the result of approximately $0.2 million increased variable compensation and $0.1 million of increased salaries and benefits. Each salesperson has his or her own commission rate on gross margin and related quota, which is why, despite overall gross margin slightly decreasing, commissions increased. The HPP segment SG&A expenses increased $0.4 million for the six months ended March 31, 2024 as compared to the prior year period due to increased consulting expenses of $0.2 million, increased stock compensation of $0.1 million, and increased variable compensation of $0.1 million.

Current wording

SG&A expenses remained relatively flat at $4.6 million for the three months ended June 30, 2024 compared to the same prior year period. The $0.2 million decrease in TS segment SG&A expenses compared to the same prior year period is primarily the result of decreased variable compensation and accrued bonuses. The HPP segment SG&A expenses increased $0.2 million for the three months ended June 30, 2024 as compared to the prior year period due to increased consulting expenses.

Previous wording

Total other income, net for the three months ended March 31, 2024 increased $0.3 million to $0.5 million compared to the three months ended March 31, 2023.

Current wording

Total other income, net for the three months ended June 30, 2024 increased $0.2 million to $0.5 million compared to $0.2 million for the three months ended June 30, 2023.

Previous wording

The $0.1 million increased foreign exchange income for the three months ended March 31, 2024 was primarily due to the US Dollar strengthening relative to the British Pound compared to the same prior year period. In consolidation, US dollars and Euros are remeasured into the functional currency, British Pounds, of our UK subsidiary. This non-cash remeasurement is included in foreign exchange gain (loss) on the income statement. The foreign exchange gain was primarily from the US Dollar bank account in our TS UK division.

Current wording

The $0.1 million decreased foreign exchange loss for the three months ended June 30, 2024 was primarily due to the US Dollar and Euro weakening less relative to the British Pound compared to the same prior year period. In consolidation, US dollars and Euros are remeasured into the functional currency, British Pounds, of our UK subsidiary. This non-cash remeasurement is included in the foreign exchange gain (loss) on the income statement. The foreign exchange loss was primarily from the US Dollar bank account in our TS UK division.

Previous wording

Interest income increased $153 thousand for the three months ended March 31, 2024 compared to the same prior year period primarily due to significantly increased interest rates from the same prior year period, which has resulted in increased interest income from money market accounts from both the US and UK. There was a slight decrease in interest income from agreements that have payment terms in excess of one year (seeNote 5 Financing receivables, net in Item 1 to this Quarterly Report on Form 10-Q for details). Although new agreements with higher interest rates have been entered into during fiscal year 2023 and 2024, this is more than offset with lower interest income recognized from prior agreements

Current wording

Interest income increased $0.1 million for the three months ended June 30, 2024 compared to the same prior year period primarily due to increased interest rates from the same prior year period, which has resulted in increased interest income from money market accounts in both the US and UK. There was a decrease in interest income from agreements that have payment terms in excess of one year (seeNote 5 Financing receivables, net in Item 1 to this Quarterly Report on Form 10-Q for details). Although new agreements with higher interest rates have been entered into during fiscal year 2023 and 2024, this is more than offset by lower interest income recognized from prior agreements as interest income decreases as time elapses due to principal payments being received. All of these agreements are in the TS-US division.

Previous wording

The interest expense decrease of $16 thousand for the three months ended March 31, 2024 compared to the same prior year period was related to the TS US division making principal payments on multi-year vendor contracts that started in the second quarter of fiscal year 2021 related to sales agreements that have payment terms in excess of one year as the Company incurs less interest expense over time as principal payments are made. SeeNote 8 Accounts payable and line of credit in Item 1 to this Quarterly Report on Form 10-Q for details. Additionally, there was no interest expense incurred in the current period for a note payable compared to the prior year as the note was paid in full the first day of fiscal year 2024. These decreases were partially offset with an increase of interest expense from one subsequent multi-year vendor agreement in the third quarter of fiscal year 2023.

Current wording

Company incurs less interest expense over time as principal payments are made. SeeNote 8 Accounts payable and line of credit in Item 1 to this Quarterly Report on Form 10-Q for details. Additionally, there was no interest expense incurred in the current period for a note payable compared to the prior year as the note was paid in full the first day of fiscal year 2024. These decreases were partially offset by an increase of interest expense from several subsequent multi-year vendor agreements entered into in the third quarter of fiscal year 2023 and fiscal year 2024.

Previous wording

The effective tax rate for the three months ended March 31, 2024 was 8%, excluding the UK as previously mentioned, driven by excess tax benefits on restricted stock awards vesting during the period. The income tax expense for the three months ended March 31, 2023 was primarily driven by minimum state tax expenses and the change in valuation allowance for the period. For the three months ended March 31, 2023, we used the discrete method to arrive at tax expense due to the full valuation allowance against our deferred tax assets and cumulative loss position.

Current wording

The effective tax rate for the three months ended June 30, 2024 was (29.3)%, excluding the UK as previously mentioned, driven by excess tax benefits on restricted stock awards vesting during the period. The effective tax rate for the three months ended June 30, 2023 was (201.9)%, excluding the UK, which was primarily driven by the release of a significant portion of the valuation allowance against our deferred tax assets in the U.S.

Previous wording

Our sales decreased by $2.5 million, or 8%, to $29.1 million for the six months ended March 31, 2024 as compared to $31.6 million for the six months ended March 31, 2023. The decrease in sales is the result of a decrease of $1.8 million in our TS segment and a decrease of approximately $0.7 million in our HPP segment. Our gross margin percentage increased 2% to 36% of sales for the six months ended March 31, 2024 compared to 34% for the six months ended March 31, 2023. For the six months ended March 31, 2024 there was operating income of $0.9 million compared to operating income of $1.6 million for the six months ended March 31, 2023. Other income (expense), net increased $0.9 million for the six months ended March 31, 2024 to income of $0.8 million compared to expense of $0.1 million for the six months ended March 31, 2023. An income tax expense of $0.1 million was recorded for the six months ended March 31, 2024 compared to an income tax expense of $0.2 million in the same prior year period.

Current wording

Our sales decreased by $7.1 million, or 14%, to $42.2 million for the nine months ended June 30, 2024 as compared to $49.3 million for the nine months ended June 30, 2023. The decrease in sales is the result of a decrease of $5.6 million in our TS segment and a decrease of $1.5 million in our HPP segment. Our gross margin percentage increased 2% to 36% of sales for the nine months ended June 30, 2024 compared to 34% for the nine months ended June 30, 2023. For the nine months ended June 30, 2024 operating income was $0.2 million compared to operating income of $2.2 million for the nine months ended June 30, 2023. Other income, net increased approximately $1.2 million for the nine months ended June 30, 2024 to income of $1.3 million compared to income of $0.1 million for the nine months ended June 30, 2023. An income tax expense of $0.1 million was recorded for the nine months ended June 30, 2024 compared to an income tax benefit of $1.5 million in the same prior year period.

Previous wording

The following table details our results of operations in dollars and as a percentage of sales for the six months ended March 31, 2024 and 2023:

Current wording

The following table details our results of operations in dollars and as a percentage of sales for the nine months ended June 30, 2024 and 2023:

Previous wording

Our sales decreased by approximately $2.5 million, or 8%, to $29.1 million for the six months ended March 31, 2024 as compared to $31.6 million for the six months ended March 31, 2023. The decrease in sales is the result of a decrease of $1.8 million in our TS segment and a decrease of approximately $0.7 million in our HPP segment.

Current wording

Our sales decreased by approximately $7.1 million, or 14%, to $42.2 million for the nine months ended June 30, 2024 as compared to $49.3 million for the nine months ended June 30, 2023. The decrease in sales is the result of a decrease of $5.6 million in our TS segment and a decrease of approximately $1.5 million in our HPP segment.

Previous wording

The decrease in TS segment product sales of $2.7 million during the period as compared to the prior year period is attributable to decreased sales with several major customers in the US division. Service sales for the six months ended March 31, 2024 increased $0.9 million from the prior year period, which consists of a $1.0 million increase in the US division, partially offset by a $0.1 million decrease in the UK division. The changes in service sales include increased managed services sales of $0.4 million and increased third party maintenance sales of $0.9 million, partially offset by decreased internal and third party service sales of $0.4 million.

Current wording

The decrease in TS segment product sales of $6.8 million during the period as compared to the prior year period is attributable to decreased sales with several major customers in the US division. Service sales for the nine months ended June 30, 2024 increased $1.2 million from the prior year period, which consists of a $1.3 million increase in the US division, partially offset by a $0.1 million decrease in the UK division. The changes in service sales include increased third party maintenance sales of $1.0 million and increased managed services sales of $0.5 million, partially offset by decreased internal and third party service sales of $0.3 million.

Previous wording

The HPP product sales decreased by $0.6 million for the six months ended March 31, 2024 as compared to the prior year period, primarily as a result of one large Myricom product order of $1.8 million in the prior year which did not reoccur in the current year combined with several major customers having a decrease of $0.8 million, which was partially offset during the current period for one large ARIA Zero Trust Gateway order of $2.0 million which did not occur in the prior year period. The HPP service sales decreased $0.1 million for the six months ended March 31, 2024 compared to the prior year period due to decreased royalties on high-speed processing boards related to the E2D program of $0.2 million

Current wording

The HPP product sales decreased by $1.6 million for the nine months ended June 30, 2024 as compared to the prior year period, primarily as a result of one large Myricom product order of $1.8 million in the prior year which did not reoccur in the current year combined with a decrease of $1.8 million from several major customers, which was partially offset during the current period by one large ARIA Zero Trust Gateway order of $2.0 million which did not occur in the prior year period. The HPP service sales increased $0.1 million for the nine months ended June 30, 2024 compared to the prior year period due to increased ARIA Trust Zero Gateway customer support revenue of $0.2 million and increased

Previous wording

Our sales by geographic area, which is based on the customer location to which the products were shipped or services rendered, were as follows for the six months ended March 31, 2024 and 2023:

Current wording

Our sales by geographic area, which is based on the customer location to which the products were shipped or services rendered, were as follows for the nine months ended June 30, 2024 and 2023:

Previous wording

The $2.5 million decrease in sales to the Americas was the result of a decrease in the TS segment’s US division of $2.0 million and UK division of $0.1 million combined with a decrease in the HPP segment of $0.4 million. The $0.1 million decrease in sales to Europe was the result of decreased sales by our HPP Segment. The sales to Asia remained relatively flat when compared to the prior year with increased sales of $0.2 million in the TS segment’s division offset by a decrease in the HPP division of $0.2 million.

Current wording

The $7.4 million decrease in sales to the Americas was the result of a decrease in the TS segment’s US division of $5.9 million and UK division of $0.1 million combined with a decrease in the HPP segment of $1.4 million. The sales to Europe remained relatively flat due to an increase in the TS segment’s US division of $0.1 million, offset by a $0.1 million decrease in the HPP segment. The sales to Asia increased $0.3 million as a result of increased sales in the TS segment’s US division.

Previous wording

Our gross margin ("GM") decreased $0.2 million for the six months ended March 31, 2024 as compared to the same prior year period. The GM as a percentage of total sales increased to 36% for the six months ended March 31, 2024 as compared to the same prior year period of 34%.

Current wording

Our gross margin ("GM") decreased $1.6 million for the nine months ended June 30, 2024 as compared to the same prior year period. The GM as a percentage of total sales increased to 36% for the nine months ended June 30, 2024 as compared to the same prior year period of 34%.

Previous wording

The impact of product mix within our TS segment on gross margin for the six months ended March 31, 2024 and 2023 was as follows:

Current wording

The impact of product mix within our TS segment on gross margin for the nine months ended June 30, 2024 and 2023 was as follows:

Previous wording

The overall TS segment GM as a percentage of total sales increased to 31% for the six month period ended March 31, 2024 compared to 30% from the prior year period. This is due to an increase in GM from services relative to products since services GM as a percentage of revenue is significantly higher than product GM as a percentage of revenue. Service GM as a percentage revenue remained relatively flat from the prior year without any significant changes in service line GM as a percentage of revenue while there was a slight decrease in product GM from the prior year due to product mix.

Current wording

The overall TS segment GM as a percentage of total sales increased to 32% for the nine month period ended June 30, 2024 compared to 30% from the prior year period. This is due to an increase in GM from services relative to products since services GM as a percentage of revenue is significantly higher than product GM as a percentage of revenue. Service GM as a percentage revenue remained relatively flat from the prior year without any significant changes in services type while there was a slight decrease in product GM as a percentage of revenue from the prior year due to product mix.

Previous wording

The impact of product mix within our HPP segment on gross margin for the six months ended March 31, 2024 and 2023 was as follows:

Current wording

The impact of product mix within our HPP segment on gross margin for the nine months ended June 30, 2024 and 2023 was as follows:

Previous wording

The overall HPP segment GM as a percentage of sales increased to 78% for the six months ended March 31, 2024 from 67% for the six months ended March 31, 2023. The 18% increase in product GM as a percentage of product revenue compared to the same prior year period was primarily attributed to one large ARIA Zero Trust Gateway order in the six months ended March 31, 2024, which is nearly all gross margin. The 15% decrease in service GM as a percentage of service revenue for the six months ended March 31, 2024 compared to the same prior year period was due to decreased royalty sales, which are nearly all margin.

Current wording

The overall HPP segment GM as a percentage of sales increased to 73% for the nine months ended June 30, 2024 from 66% for the nine months ended June 30, 2023. The 13% increase in product GM as a percentage of product revenue compared to the same prior year period was primarily attributed to one large ARIA Zero Trust Gateway order in the nine months ended June 30, 2024, which was nearly all GM. The 6% decrease in service GM as a percentage of service revenue for the nine months ended June 30, 2024 compared to the same prior year period was due to decreased royalty sales, which are nearly all GM.

Previous wording

The engineering and development expenses incurred by our HPP segment decreased to $1.4 million for the six months ended March 31, 2024 when compared to the same prior year period of $1.7 million due to lower consulting and decreased labor expenses of $0.3 million. The current period expenses were primarily for product engineering expenses incurred in connection with the continued development of the ARIA Zero Trust Gateway cyber security products.

Current wording

The engineering and development expenses incurred by our HPP segment decreased to $2.2 million for the nine months ended June 30, 2024 when compared to the same prior year period of $2.4 million due to lower consulting and decreased labor expenses of $0.2 million. The current period expenses were primarily for product engineering expenses incurred in connection with the continued development of the ARIA Zero Trust Gateway cyber security products.

Previous wording

The following table details our selling, general and administrative (“SG&A”) expense by operating segment for the six months ended March 31, 2024 and 2023:

Current wording

The following table details our selling, general and administrative (“SG&A”) expense by operating segment for the nine months ended June 30, 2024 and 2023:

Previous wording

SG&A expenses increased $0.6 million compared to the same prior year period to $4.5 million for the three months ended March 31, 2024. The $0.3 million increase in TS segment SG&A expenses compared to the same prior year period is primarily the result of $0.2 million increased variable compensation and $0.1 million increased salaries and benefits. The HPP segment SG&A expenses increased $0.3 million for the three months ended March 31, 2024 as compared to the prior year period due to increased consulting expenses of $0.2 million and increased commissions of $0.1 million.

Current wording

SG&A expenses increased $0.7 million for the nine months ended June 30, 2024 compared to the same prior year period. The $0.1 million increase in TS segment SG&A expenses compared to the same prior year period is primarily the result of increased stock compensation expense. The HPP segment SG&A expenses increased $0.6 million for the nine months ended June 30, 2024 as compared to the prior year period due to increased consulting expenses of $0.2 million, increased stock compensation of $0.2 million, increased costs related to tradeshows and traveling of $0.1 million, and increased recruiting costs of $0.1 million.

Previous wording

The following table details other income, net for the six months ended March 31, 2024 and 2023:

Current wording

The following table details other income, net for the nine months ended June 30, 2024 and 2023:

Previous wording

Total other income (expense), net for the six months ended March 31, 2024 increased $0.9 million to income of $0.8 million compared to expense of $0.1 million in the same prior year period.

Current wording

Total other income, net for the nine months ended June 30, 2024 increased approximately $1.2 million to income of $1.3 million compared to income of $0.1 million in the same prior year period.

Previous wording

The $0.5 million decreased foreign exchange loss for the six months ended March 31, 2024 was due to the US Dollar and Euro weakening less relative to the British Pound compared to the same prior year period. In consolidation, US dollars and Euros are remeasured into the functional currency, British Pounds, of our UK subsidiary. This non-cash remeasurement is included in foreign exchange loss on the income statement. The foreign exchange loss was primarily from the US Dollar bank account in our TS UK division.

Current wording

The $0.6 million decreased foreign exchange loss for the nine months ended June 30, 2024 was due to the US Dollar and Euro weakening less relative to the British Pound compared to the same prior year period. In consolidation, US dollars and Euros are remeasured into the functional currency, British Pounds, of our UK subsidiary. This non-cash remeasurement is included in the foreign exchange loss on the income statement. The foreign exchange loss was primarily from the US Dollar bank account in our TS UK division.

Previous wording

Interest income increased $388 thousand for the six months ended March 31, 2024 compared to the same prior year period primarily due to significantly increased interest rates from the same prior year period, which has resulted in increased interest income from money market accounts from both the US and UK There was a slight decrease in interest income from agreements that have payment terms in excess of one year (seeNote 5 Financing receivables, net in Item 1 to this Quarterly Report on Form 10-Q for details). Although new agreements that have payment terms in excess of one year (seeNote 5 Financing receivables, net in Item 1 to this Quarterly Report on Form 10-Q for details) with higher interest rates have been entered into during fiscal year 2023 and 2024, this is more than offset with lower interest income recognized from prior agreements as interest income decreases as time elapses due to principal payments being received. All of these agreements are in the TS-US division.

Current wording

Interest income increased $0.5 million for the nine months ended June 30, 2024 compared to the same prior year period primarily due to increased interest rates from the same prior year period, which has resulted in increased interest income from money market accounts in both the US and UK. There was a slight decrease in interest income from agreements that have payment terms in excess of one year (seeNote 5 Financing receivables, net in Item 1 to this Quarterly Report on Form 10-Q for details). Although new agreements that have payment terms in excess of one year with higher interest rates have been entered into during fiscal year 2023 and 2024, this is more than offset by lower interest income recognized from prior agreements as interest income decreases as time elapses due to principal payments being received. All of these agreements are in the TS-US division.

Previous wording

The interest expense decrease of $31 thousand for the six months ended March 31, 2024 compared to the same prior year period was related to the TS US division making principal payments on multi-year vendor contracts that started in the second quarter of fiscal year 2021 related to sales agreements that have payment terms in excess of one year as the Company incurs less interest expense over time as principal payments are made. Additionally, there was no interest expense incurred in the current period for the note payable compared to the prior year as the note was paid in full the first day of fiscal year 2024. These decreases were partially offset with an increase from one subsequent multi-year vendor agreement in the third quarter of fiscal year 2023. SeeNote 8 Accounts payable and other noncurrent liabilitiesin Item 1 to this Quarterly Report on Form 10-Q for details.

Current wording

The interest expense decrease of $58 thousand for the nine months ended June 30, 2024 compared to the same prior year period was related to the TS US division making principal payments on multi-year vendor contracts that started in the second quarter of fiscal year 2021 related to sales agreements that have payment terms in excess of one year as the Company incurs less interest expense over time as principal payments are made. Additionally, there was no interest expense incurred in the current period for the note payable compared to the prior year as the note was paid in full the first day of fiscal year 2024. These decreases were partially offset by an increase from several subsequent multi-year vendor agreement in the third quarter of fiscal year 2023 and fiscal year 2024. SeeNote 8 Accounts payable and other noncurrent liabilitiesin Item 1 to this Quarterly Report on Form 10-Q for details.

Previous wording

An income tax expense of $135 thousand was recorded for the three months ended March 31, 2024 compared to an income tax expense of $71 thousand in the same period of 2023. The estimated annualized effective income tax rate for the three months ended March 31, 2024 was 18%, excluding the impacts of the UK entity which continues to experience losses and maintains a full valuation allowance. The difference between our effective income tax rate and the U.S. federal statutory rate are the impact of state taxes and tax credits that we expect to be able to utilize against federal and state taxes.

Current wording

An income tax expense of $73 thousand was recorded for the nine months ended June 30, 2024 compared to an income tax benefit of $1.5 million in the same period of 2023. The estimated annualized effective income tax rate for the nine months ended June 30, 2024 was 19.2%, excluding the impacts of the UK entity which continues to experience losses and maintains a full valuation allowance, compared to the estimated annualized effective income tax rate of 22.0% for the nine months ended June 30, 2023. The difference between our effective income tax rate and the U.S. federal statutory rate for the three months ending June 30, 2024 and the same period of 2023 are the impact of state taxes and tax credits that we expect to be able to utilize against federal and state taxes.

Previous wording

While the Company had maintained a full valuation allowance, we had been using the discrete effective tax rate method to calculate income taxes for the purposes of quarterly reporting. Now that the valuation allowance has been reduced, the Company has resumed using the annualized effective tax rate method to calculate income taxes as prescribed under ASC 740 and has done so for the three and six months ended March 31, 2024.

Current wording

While the Company had maintained a full valuation allowance, we had been using the discrete effective tax rate method to calculate income taxes for the purposes of quarterly reporting. Now that the valuation allowance has been reduced, the Company has resumed using the annualized effective tax rate method to calculate income taxes as prescribed under ASC 740 and has done so for the three and nine months ended June 30, 2024.

Previous wording

Cash and cash equivalents increased by $1.9 million to $27.1 million as of March 31, 2024 from $25.2 million as of September 30, 2023.

Current wording

Cash and cash equivalents increased by $3.7 million to $28.9 million as of June 30, 2024 from $25.2 million as of September 30, 2023.

Previous wording

The following is a summary of our cash flows for the six months ended March 31, 2024 and 2023:

Current wording

The following is a summary of our cash flows for the nine months ended June 30, 2024 and 2023:

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Current report — wording carried from elsewhere

The interest expense decrease of $27 thousand for the three months ended June 30, 2024 compared to the same prior year period was related to the TS US division making principal payments on multi-year vendor contracts that started in the second quarter of fiscal year 2021 related to sales agreements that have payment terms in excess of one year as the

Current report — wording carried from elsewhere

An income tax benefit of $75 thousand was recorded for the three months ended June 30, 2024 compared to an income tax benefit of $1.7 million in the same period of 2023. The estimated annualized effective income tax rate for the three months ended June 30, 2024 was 19.2%, excluding the impacts of the UK entity which continues to experience losses and maintains a full valuation allowance, compared to the estimated annualized effective income tax rate of 51.7% for the same period of 2023. The difference between our effective income tax rate and the U.S. federal statutory rate for the three months ending June 30, 2024 are the impact of state taxes and tax credits that we expect to be able to utilize against federal and state taxes. During the 3 months ending June 30, 2023, we released a significant portion of the valuation allowance against our U.S. deferred tax assets and switched from using the discrete effective tax rate method to calculate income taxes to the annualized effective tax rate method, resulting in the shift in the effective tax rate during the period.

Current report — wording carried from elsewhere

revenue from other ARIA revenue of $0.1 million, partially offset by decreased royalties on high-speed processing boards related to the E2D program of $0.2 million.

Current report — wording carried from elsewhere

The effective tax rate for the nine months ended June 30, 2024 was 4.9%, excluding the UK as previously mentioned, driven by excess tax benefits on restricted stock awards vesting during the period. The effective tax rate for
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Previous report — wording carried elsewhere

The engineering and development expenses incurred by our HPP segment decreased $0.2 million for the three months ended March 31, 2024 to $0.7 million compared to the same prior year period due to decreased consulting and

Previous report — wording carried elsewhere

as interest income decreases as time elapses due to principal payments being received. All of these agreements are in the TS-US division.